6 August 2025

Unicorn Mineral Resources Plc

("Unicorn" or the "Company")

Results for the year ended 31 March 2025

Unicorn Mineral RRE tesources Plc (LSE: UMR), a mineral exploration and development company based in Ireland and exploring for zinc, lead, copper and silver, is pleased to announce its audited annual results for the year ended 31 March 2025.

The Annual Report and Financial Statements for the year ended 31 March 2025 will shortly be available on the Company's website at www.UnicornMineralResources.com and will also available on the National Storage Mechanism website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Directors of Unicorn are responsible for the contents of this announcement.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

For further information, please visit www.UnicornMineralResources.com or contact:

CHAIRMAN'S STATEMENT

Whilst work was carried out at both Lisheen and Kilmallock, the main focus for the year has been the evaluation of various projects in Africa.  As reported in February 2025, the Company has been particularly interested in a brownfield copper opportunity located on two granted Exclusive Prospecting Licenses in Namibia, which covers an old mine and associated tailings from over 21 years of historic mining activities. 

Initial sampling confirmed the potential of the site, but also identified a number of complex metallurgical issues that required further investigation before an assessment of the project's economic value could be undertaken.  Due diligence testing of samples collected by Unicorn during site visits is ongoing, and the results are expected in August 2025.

Subject to the completion of the due diligence described above, the Company hopes to complete a deal in the second half of the year.  The Board recognises that work on this project has been on-going for many months, but it has been necessary to conduct extensive tests to before committing the Company's capital to the opportunity.

The gravity surveying at Kilmallock at the start of the year has provided details for a potential drilling plan.  Given the similarities between the anomalies identified by gravity surveying at Kilmallock and those identified by Group Eleven Resource Corp. ("Group Eleven") along strike at the Ballywire zinc/lead prospect, and the recent discovery by Group Eleven of a highly significant zone of high grade copper / silver  mineralisation in the area, the Board continues to see Kilmallock as being of significant medium to long term value for shareholders,  However, the next stage of exploration, which includes drilling, will require significant capital.  For this reason the Board's focus has been on opportunities in Africa that have the ability to provide short term value enhancement and the potential for near term cash flows.

Exploration is not an exact science but, with the global direction of travel towards a low carbon economy meaning that demand for copper and zinc is unlikely to decrease, we are focused on high value resources with the potential for strong shareholder returns.

Paddy Doherty

Chairman

HIGHLIGHTS

Operating Highlights

·    Work was carried out In July 2024 at Kilmallock, with a total of 174 gravity stations being surveyed to both extend and enhance the gravity coverage at Kilmallock to a nominal density of 250 x 250m across the area.

·    The processing / modelling of the data has identified five discrete, strongly anomalous zones with marked positive gravity responses located in regions underlain by prospective stratigraphy and structure.

·    These anomalies are strongly analogous to the gravity features identified by Group Eleven Resources Corp., who recently announced a significant expansion to the known mineralised footprint together with results that could indicate a second, previously unrecognised zone of mineralisation.

·    The Kilmallock licences have been renewed until September 2026.

·    A gravity survey was carried out in December 2024 on the Lisheen property, with two of the three licences being retained to February 2027.

·    The Company researched various opportunities projects in Southern and Southwestern Africa and has identified a highly interesting prospect in Namibia with further due diligence work and metallurgical analysis underway.

Financial Highlights

·    The loss for the year to 31 March 2025 was to €628,605 (2024: €504,887); consisting mainly of the professional fees, insurance, London Stock Exchange fees and salaries.

·    Exploration costs during the year were €55,016 (2024: €214,750), which have been capitalised.

·    Funds raised during the year amounted to €425,712 (2024: €738,612).

·    €586,898 in cash and cash equivalents at 31 March 2025 (31 March 2024: €642,778).

·    €425,644 carrying value of intangible assets at 31 March 2025 (31 March 2024: €382,628).

·    Loss per share for the year was €0.02 (2024: €0.02).

OPERATING REVIEW

·    In July 2024, a total of 174 gravity stations were surveyed across the Waulsortian Reef subcrop on the Kilmallock Block.  This survey was combined with the historic data in the UMR database to create a grid with a nominal station density of 250 x 250m.  The gravity data was levelled and processed to generate Bouguer Anomaly, Residual, 1^st Vertical Derivative and Analytic Signal models for use in target generation. The processing / modelling of the data has identified five discrete, strongly anomalous zones with marked positive gravity responses that are located in regions underlain by prospective stratigraphy and structure.

·    These anomalies, which are located mostly to the east of the Bulgaden region previously drilled by Unicorn, are strongly analogous to the gravity features identified by Group Eleven at their Ballywire zinc / lead / silver deposit, just 8km along strike to the east of the edge of the Company's Kilmallock block.  Group Eleven similarly used gravity surveying to identify their more recent drilling targets, and their latest step-out drilling has significantly expanded the known mineralised footprint.  Recent results confirm not only increased tonnage potential but also the presence of a deeper copper-silver enriched horizon that could indicate a second, previously unrecognised zone of mineralisation.

·    The gravity surveying by Unicorn supported the renewal process for the three Kilmallock Licences, which have been maintained in "Good Standing" until September 2026.  The next stage of the Kilmallock programme is likely to include infill and check surveying to assist the identification of future drill targets, similar to the approach taken by Group Eleven. 

·    The Company carried out geophysical surveying at Lisheen in December 2024, and in February 2025 renewed the two licences that lie immediately to the north of the previously mined Lisheen and Galmoy deposits, with the third licence (2447), which lies to the West, being allowed to lapse.

·    The main focus for the year was the investigation of a number of opportunities in Africa to broaden the Company's portfolio of licences, with particular attention being paid to projects that had the potential to generate cash flow in the short to medium term.  Efforts narrowed to focus on copper opportunities in Namibia.  A site investigation in November 2024 of one particular project has led to ongoing detailed due diligence, sampling and metallurgical testing.

FINANCIAL RESULTS AND REVIEW

The loss for the year to 31 March 2025 was €628,605 (2024: €504,887). There was no income during the year and the administrative expenses consisted mainly of Professional Fees of €175,784 (2024: €125,514) and Directors' Remuneration of €241,568 (2024: €279,304).  Further details are set out in the Remuneration Report on pages 30-31.  The Company also incurred costs of €54,002 (2024:€nil) for the investigation of a number of opportunities in Southern and Southwestern Africa. 

During the year, the Company continued to review and develop its mineral projects in Ireland with exploration costs of €55,016 being incurred in relation to the two gravity surveys carried out in the year.  These have been capitalised.  As of 31 March 2024, the company's exploration assets had a net book value of €425,644 (2024: €382,628).

During the year, the Company raised a total €444,728 through the issue convertible loan notes. In December 2024 the Company converted £600,000 of convertible loan notes into equity by the issue of 6,000,000 new Ordinary shares.

 As of 31 March 2025, the Company had cash of €586,898 (2024: €642,778).  As of 5 August 2025, the Company had cash of €474,157.

STATEMENT OF PROFIT OR LOSS

STATEMENT OF OTHER COMPREHENSIVE INCOME

STATEMENT OF FINANCIAL POSITION

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

1.         Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these Financial Statements.

1.1.  Going concern

The preparation of financial statements requires an assessment on the validity of the going concern assumption. The validity of the going concern concept is dependent on the Company having available adequate financial resources to continue operations in 2025, and thereafter finance being available for the continuing working capital requirements of the Company and finance for the development of the Company's projects becoming available. Based on the assumptions that the Company has adequate financial resources to continue operation and confidence that finance will become available, the Directors believe that the going concern basis is appropriate for these accounts. Should the going concern basis not be appropriate, adjustments would have to be made to reduce the value of the company's assets, in particular the intangible assets, to their realisable values. Further information concerning going concern is outlined in Note 21.

1.2.  Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax payable is based on the taxable profit for the year. Taxable profit differs from the loss as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses to the extent that it is probable that taxable profits will be available against which deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Unrecognised deferred tax assets are reassessed at each statement of financial position date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

1.3.  Intangible assets

Exploration and evaluation assets

Exploration expenditure relates to the initial search for mineral deposits with economic potential in Ireland.

Evaluation expenditure arises from a detailed assessment of deposits that have been identified as having economic potential.

The costs of exploration properties and cost of licences to explore for or use minerals, which include the cost of acquiring prospective properties and exploration rights and costs incurred in exploration and evaluation activities, are capitalised as intangible assets as part of exploration and evaluation assets.

Exploration costs are capitalised as an intangible asset until technical feasibility and commercial viability of extraction of reserves are demonstrable, when the capitalised exploration costs are reclassed to property, plant and equipment. Exploration costs include an allocation of administration and salary costs (including share based payments) as determined by management.

Prior to reclassification to property, plant and equipment, exploration and evaluation assets are assessed for impairment and any impairment loss recognised immediately in the statement of comprehensive income

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Impairment of intangible assets other than goodwill

Exploration and evaluation assets are assessed for impairment on a licence by licence basis when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. The company reviews for impairment on an ongoing basis and specifically if any of the following occurs:

(a)       the period for which the Company has a right to explore under the specific licences has expired or is expected to expire;

b)        further expenditure on exploration and evaluation in the specific area is neither budgeted or planned;

c)         the exploration and evaluation has not led to the discovery of economic reserves;

d)        sufficient data exists to indicate that although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

1.4.  Financial Instruments

Financial assets and financial liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities are recognised immediately at fair value through other comprehensive income ("FVOCI").

The Company includes in this category cash and other receivables. Due to the nature of the financial assets being short-term in nature, the carrying value approximates fair value.

Impairment of financial assets

The Company only holds receivables at amortised cost, with no significant financing component and which have maturities of less than 12 months and as such, has implemented the simplified approach for expected credit losses (ECL) model under IFRS 9 to account for all receivables.

Therefore, the Company does not track changes in credit risk, but instead, recognises a loss allowance based on lifetime ECLs at each reporting date.

A financial asset is derecognised only when the contractual rights to cash flows from the financial asset expires, or when it transfers the financial asset and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognised in the profit or loss.

Financial liabilities measured subsequently at amortised cost

Financial liabilities that are not:

(i)     contingent consideration of an acquirer in a business combination,

(ii)    held for trading, or

(iii)   designated as at FVOCI,

are measured subsequently at amortised cost using the effective interest method. The Company includes in this category trade and other payables.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Warrants and Options

Warrants and options issued are classified separately as equity or as a liability at FVOCI in accordance with the substance of the contractual arrangement. Warrants or options classified as liabilities at FVOCI are stated at fair value, with any gains and losses arising on remeasurement recognised in the statement of other comprehensive income.

2.         Reporting entity

Unicorn Mineral Resources PLC (the 'Company') is a limited company incorporated and registered in Ireland. The Company's registered office is at 39 Castleyard, 20/21 St Patrick's Road, Dalkey, Co. Dublin. The Company's principal activity is set out in the Director's Report.

3.         Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the International Accounting Standards Board (IASB).

The IASB has issued two new standards, IFRS S1 (General Requirements for Sustainability-Related Disclosures) and IFRS S2 (Climate-Related Disclosures) effective from 1^st January 2024.

Details of the Company's accounting policies, including changes during the year, are included in Note 1.

In preparing these Financial Statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in Note 5.

3.1.  Basis of measurement

The financial statements have been prepared on the historical cost basis except for certain financial instruments that have been measured at fair value.

3.2.  Changes in accounting policies

International Financial Accounting Standards

New or revised Standards or Interpretations

Standards, amendments and Interpretations to existing Standards that are effective during the financial year

The following new standards and amendments became effective as at 1 January 2024:

•    IFRS 17 Insurance Contracts;

•    Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statements 2 Making Materiality Judgements);

•    Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors);

•    Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes); and

•    International Tax Reform - Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) (effective immediately upon the issue of the amendments and retrospectively).

These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1 January 2024. The new standards and amendment were adopted effective 1 January 2024 and did not result in a material impact on the Company's results. See the applicable notes for further details on how the amendments affected the Company.

IFRS 17 Insurance Contracts

The Company has adopted IFRS 17 and the related amendments for the first time in the current year. IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts and supersedes IFRS 4 Insurance Contracts. The Company does not have any contracts that meet the definition of an insurance contract under IFRS 17.

Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements)

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose 'significant accounting policies' with 'material accounting policy information'. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure. These amendments have no effect on the measurement or presentation of any items in the financial statements but affect the disclosure of accounting policies of the Company.

Definition of Accounting Estimates (Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors)

The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in an input or measurement technique are changes in accounting estimates, unless resulting from the correction of prior period errors. These amendments clarify how entities make the distinction between changes in accounting estimate, changes in accounting policy and prior period errors. These amendments had no effect on the financial statements of the Company.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes)

In May 2021, the IASB issued amendments to IAS 12, which clarify whether the initial recognition exemption applies to certain transactions that result in both an asset and a liability being recognised simultaneously (e.g. a lease in the scope of IFRS 16). The amendments introduce an additional criterion for the initial recognition exemption, whereby the exemption does not apply to the initial recognition of an asset or liability which at the time of the transaction, gives rise to equal taxable and deductible temporary differences. These amendments had no effect on the annual financial statements of the Company.

International Tax Reform - Pillar Two Model Rules (Amendment to IAS 12 Income Taxes)

In December 2021, the Organisation for Economic Co-operation and Development (OECD) released a draft legislative framework for a global minimum tax that is expected to be used by individual jurisdictions. The goal of the framework is to reduce the shifting of profit from one jurisdiction to another in order to reduce global tax obligations in corporate structures. In March 2022, the OECD released detailed technical guidance on Pillar Two of the rules. Stakeholders raised concerns with the IASB about the potential implications on income tax accounting, especially accounting for deferred taxes, arising from the Pillar Two model rules. The IASB issued the final Amendments (the Amendments) International Tax Reform - Pillar Two Model Rules, in response to stakeholder

The Amendments introduce a mandatory exception to entities from the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two model rules. The exception is effective immediately and retrospectively. The Amendments also provide for additional disclosure requirements with respect to an entity's exposure to Pillar Two income taxes. Management has determined that the Company is not within the scope of OECD's Pillar Two Model Rules and the exception to the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes is not applicable to the Company.

New standards, interpretation and amendments not yet effective

There are a number of standards, amendments to standards and interpretations which have been issued by the International Accounting Standards Board ("IASB") that are effective in future accounting periods that the Company has decided not to adopt early.

The following amendments are effective for reporting periods beginning on or after 1 January 2024:

•    Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases)

•    Classification of Liabilities as Current or Non- Current (Amendments to IAS 1 Presentation of Financial Statements)

•    Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and

•    Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures)

The following amendments are effective for reporting periods beginning on or after 1 January 2025:

Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)

The directors are currently assessing the impact of these new accounting standards and amendments. The directors do not expect any standards issued by the IASB, but not yet effective, to have a material impact on the Company disclosed as they are not expected to have a material impact on the Company's financial statements.

Standards, amendments and Interpretations to existing Standards that are not yet effective and have not been adopted early by the Company

At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards and Interpretations have been published by the IASB. None of these Standards, amendments or Interpretations have been adopted early by the Company and no material impact is expected.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement.  New Standards, amendments and Interpretations neither adopted nor listed below, have not been disclosed as they are not expected to have a material impact on the Company's financial statements.

4.         Functional and Presentation Currency

These Financial Statements are presented in Euros, which is the Company's functional currency. All amounts have been rounded to the nearest Euro, unless otherwise indicated.

5.         Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the Company's accounting policies above, management has made the following judgements that have the most significant effect on the amounts recognised in the financial statements.

Exploration and evaluation assets

The assessment of whether general administration costs and salary costs are capitalised or expensed involves judgement. Management considers the nature of each cost incurred and whether it is deemed appropriate to capitalise it within intangible assets.

Costs which can be demonstrated as project related are included within exploration and evaluation assets. Exploration and evaluation assets relate to prospecting, exploration and related expenditure in Ireland.

The Company's exploration activities are subject to a number of significant and potential risks including:

•          uncertainties over development and operational risks;

•          compliance with licence obligations;

•          ability to raise finance to develop assets;

•          liquidity risks; and

•          going concern risks;

The recoverability of intangible assets is dependent on the discovery and successful development of economic reserves which is subject to a number of uncertainties, including the ability to raise finance to develop future projects. Should this prove unsuccessful, the value included in the statement of financial position would be written off to the statement of comprehensive income. The recoverability of investments in subsidiaries and intercompany receivables is dependent on the recoverability of intangible assets.

Key sources of estimation uncertainty

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year. The nature of estimation means that actual outcomes could differ from those estimates. The key sources of estimation uncertainty that may have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. The Company undertakes periodic reviews to assess the risk factors and have concluded that there is little or no risk that will cause material adjustments to be made in the next financial year.

Impairment Intangible Assets

The assessment of intangible assets for any indications of impairment involves a degree of estimation. If an indication of impairment exists, a formal estimate of recoverable amount is performed, and an impairment loss recognised to the extent that carrying amount exceeds recoverable amount Recoverable amount is determined as the higher of fair value less costs to sell and value in use. The assessment requires judgements as to the likely future commerciality of the assets and when such commerciality should be determined; future revenues, capital and operating costs and the discount rate to be applied to such revenues and costs.

Valuation of Warrants and Options

The issued warrants and options are classified as liabilities at FVOCI and are stated at fair value, with any gains and losses arising on re-measurement recognised in the Statement of Comprehensive Income.

The fair value of the warrants and options is measured using an appropriate option pricing model, taking into account the terms and conditions upon which the warrants and options were issued. The model used by the Company is the Black Scholes model.  The Company has made estimates as to the volatility of its own shares based on the historic volatility for the same period of time as equals the life of the warrant or option.

6.         Segment information

The Company is engaged in one business segment only: exploration of mineral resource projects. Therefore, only an analysis by geographical segment has been presented. 

6.1.  Segment revenues and results

The following is an analysis of the Company's revenue and results from continuing operations by reportable segment:

The accounting policies of the reportable segments are the same as the Company's accounting policies described in Note 1. Segment profit represents the profit before tax earned by each segment without allocation of central administration costs and directors' salaries, share of profit of associates, share of profit of a joint venture, gain recognised on disposal of interest in former associate, investment income, other gains, and losses, as well as finance costs. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

6.2.  Segment assets and liabilities

Geographical information

The Company operates in one geographical area - Republic of Ireland.

7.         Expenses by nature

8.         Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:

9.         Employee benefit expenses

The average monthly number of persons, including the directors, employed by the Company during the year was as follows:

10.      Director's remuneration

Key Management Compensation and Directors' Remuneration

The remuneration of the directors, who are considered to be the key management personnel, is set out below.

Note 1: Jason Brewer was appointed a Director on 13 December 2023

Note 2: Richard O'Shea resigned as a Director on 19 September 2023

The Directors have also been issued with vested Options over 1,600,000 Ordinary shares (2024: 1,600,000) and unvested Options over 1,724,747 Ordinary shares (2024: 1,724,747), as set out in Note 18 to the Financial Statements.

11.       Related party and other transactions

The Company engaged Gathoni Muchai Investments Limited ("GMI") for PR, website and social media services in December 2023.  During the year ended 31 March 2025 it incurred costs of €35,667 (exclusive of VAT).  Jason Brewer who is a director of the Company, is also a director of GMI, and, with his wife, own 100% of GMI.

12.      Earnings per share

The calculation of earnings per share is (EPS) based on the loss attributable to equity holders divided by the weighted average number of shares in issue during the year.  The diluted EPS is calculated by adjusting the number of shares for the effects of dilutive vested options and other dilutive potential ordinary shares.

13.       Intangible assets

At the beginning of the year the Company held six licences which cover areas in Co. Limerick, and Co. Tipperary.  Additional expenditure on these licences during the year amounted to €55,016 (2024: €214,750).  Five of the six licences were still held by the Company at the end of the year, and the Company had indicated to the Department of the Environment, Climate and Communications it's intention to surrender one licence in Co. Tipperary.

14.       Trade and other receivables

15.       Trade and other payables

It is the Company's normal practice to agree terms of transactions, including payment terms, with suppliers and provided suppliers perform in accordance with the agreed terms, it is the Company's policy that payment is made between 30 - 45 days.

16.       Share capital

Movements in Share Capital

On 6 December 2024, the Company issued £366,544 Non-Interest Bearing Unsecured Convertible Loan Notes 2024, convertible to 3,665,440 ordinary shares of €0.01 each, at a price of £0.10, on or before 31 December 2024.

On 17 December 2024, the company converted £600,000 of convertible loan notes into 6,000,000 new ordinary shares of €0.01 each, at a price of £0.10 each.

17.       Reserves

Share premium

The share premium reserve comprises of a premium arising on the issue of shares. Share issue expenses are deducted against the share premium reserve when incurred.

Called up share capital

The called up ordinary share capital reserve comprises of the nominal value of the issued share capital of the company.

Retained earnings

Retained deficit comprises of accumulated profits and losses incurred in the current and prior years.

Share based payment reserve

The share payment reserve arises on the grant of share options as outlined in Note 18.

Other Reserve

The other reserve arises on the fair value valuation of the warrants and options, using the Black Scholes model as outlined in Note 18.  The initial recognition of the fair value of the warrants and options has been recognised in the Statement of Comprehensive Income.